Totally Spies Ulitamte Alien Spy
by yugioh5d
Summary: After Ben Tennyson loses everything precious to him to Vilgrax. Ben ends up being sent to the Totally Spies Universe. Where he ends up joining W.O.O.H.P. along with Sam,Alex, and Clover to defend earth from the forces of evil. Pairing Ben/Alex/Clover Up for adoption
1. Chapter 1

Stranded Disclaimer: I don't own Totally Spies or Ben 10 Ultimate Alien. Totally Spies is own by Marathon and Ben 10 Ultimate Alien is own by Man of Action. I don't make money off this story. AN: This chapter takes place between Totally Spies season 3 and Ben 10 Generator Rex crossover Heroes United

This wasn't what he wanted. This wasn't how it suppose to be. He had been a hero and for what? They were dead. All dead. Mom,Dad,Grandpa,Aunt Lily, Uncle Frank, Gwen, Kevin. Julie and even the entire town of Bellwood.

"Why me? Why did this have to happen?" thought 17 year old Ben Tennyson with tears streaming down his face. It's around midnight in Bellwood and the smoke was still visible on the horizon from where he and Vilgrax had being fighting through the ruins of the entire town . Ben was laying down on the ground with his cloths completely torn apart and his body was covered in bruises and cuts oozing out blood. Ben felt like his entire body was in pain as most of his ribs were broken along with his lower right arm from the injuries he had gotten from battling Vilgrax . Ben struggle to fight off the pain as he lifted his head up and saw his archenemy Vilgrax standing over him with a smug look on his face.

"Well well look at how the mighty have fallen. Look at you now Tennyson your nothing but a former shell of yourself. All the power granted to you by the Ultimatrix and you have failed to save not just your entire town but your friends and family as they try to protect you with their pitiful lives. I don't see why I ever thought you were a threat as you are nothing more then a weak little human who thought he was a hero." said Vilgrax

"That may have being true at one time Vilgrax. But not anymore as I may have failed to save my friends, family and even my home. But that will not stop me from stopping you even if I have to live with the guilt of failing to save the people I cared about. One way or another I have going to make you pay for ever stepping foot on earth." yelled Ben with his voice full of hate and venom as the Ultimatrix on his left arm lite up and a hologram of a alien appeared on it

"How do you plan on doing that Tennyson ? There is not one alien you have in the Ultimatrix that can take me down." said Vilgrax with a evil laugh as he look down at Ben as he raise both fist to deliver the finishing blow.

"Your wrong there you piece of evil alien scum ." shouted Ben angry looking at Vilgrax with a look of pure rage and anger on his face

With that Ben quickly slam the Ultimatrix down into the ground hard and was covered by emerald green light just as Vligrax started to slam both his fist into Ben's injured body. But before Vilgrax fist could even touch Ben a green beam of light came out from Ben's place on the ground just as the green light covering him faded away and hit the evil alien overlord square in the chest and sent him hurling through the air and hitting the pavement below real hard shocking the entire ground and creating a small crater from where Vilgrax had hit. Vilgrax quickly rise to his knees and look in front of him and saw that Ben was not only back on his feet but had turn himself into a humanoid looking alien that was completely jet black like the darkness of deep space with what look like white stars within it's body as well as three horns protruding from it's head and green eyes and white hands along with the symbol of the Ultimatrix on it's chest.

"I call this one Alien X Vilgrax. But of course you wouldn't know this one as I only use this alien twice in my entire life and out of all my aliens this one is the most powerful." said Ben with a deeper darker voice that sounded like he would show no mercy to Vilgrax

"So you transform into a alien I didn't know about Tennyson. As even if it's your strongest one it will not matter to me. As once the Ultimatrix runs out of time and your revert to your weak and injured human body then I will kill you and take the device for my own and rule the universe." said Vilgrax as a evil smile on his face

"We will see about that Vilgrax. As I have the power now to not only defeat you but kill you once and for all for all the lives you took with your evil hands. As I am not playing by the rules anymore as your going to pay one way or another with your life. That is the least I can do for the people of Bellwood." said Ben as he glared at Vilgrax with eyes that were full of hatred, revenge, and malice intents that were directed at the alien over lord.

With that Ben and Vilgrax charge at one another head on. Vilgrax quickly threw a punch at Ben. Only for Ben to use Alien X's powers to wrap reality and time and space to slow down Vilgrax's attack and deliver a right kick to the evil villain's chest sending him stumbling back a couple of feet. Ben then quickly charge at Vilgrax as he delivered a series of punches and kicks to his enemy's body quickly follow by firing two beams of green light from his hands that hit him square in the chest and right through leaving two gaping holes in his chest as he fell to the ground on his chest. As Vilgrax struggle to breath he look up at Ben weakly and saw that he still had the same look of pure hatred and revenge in his eyes that seem to look into Vilgrax's very soul.

"How can this be? How can I the great and powerful Vilgrax lose to a weak human after all the planets and galaxies I have conquered." ask Vilgrax as he fought for each breath.

"It's very simple Vilgrax. The reason you lost to me is because all the evil you did and the lives you took have finally come back to get their revenge. You may think I was lying when I said that I was going to kill you. But I wasn't as I am tired of playing the role of the good guy always letting his enemies live and get away. You went to far today and now your getting what you finally deserve . " replied Ben in a hateful tone as he look down at Vilgrax

"You maybe right for once Tennyson. You may have gotten your revenge for your love ones by killing me. But to bad your not going to be around to enjoy your little victory. I was saving this for myself in case I defeated you and conquer your earth. But seeing that I am close to death I think it will do me good to use it on you . Think of it as my final farewell." said Vilgrax weakly as he look at Ben

With that Vilgrax brought out some sort of strange blaster and pointed it at Ben and pulled the trigger firing a white laser beam from it a the hero. Ben quickly avoided the laser beam and fired a green beam from his right hand at Vilgrax destroying the blaster and killing the evil villain once and for all. Ben then started to reach for the symbol on his chest to transform to a different alien so he could leave the ruins of Bellwood and head for a hospital to have his injuries treated. When suddenly he look up and saw a strange white and red hole that was in the very spot where the laser beam had miss him and to Ben's horror the hole was sucking everything into it even him. Ben quickly try to reach for the symbol of the Ultimatrix only for him to suddenly lose his footing on the pavement and suck into the hole. As soon as Ben was suck into the strange vortex it suddenly close up just as it had suddenly appeared leaving nothing but the ruins of the Bellwood in it's wake.

Alternate Earth Location Amazon Rainforest

The Amazon Rainforest the prize treasure of South America and home to most of the world's plants and animals. Flying over the top of the rainforest were Sam,Alex,and Clover who had being sent to fly patrol and keep out for any sign of trouble or strange by their boss and head of W.O.O.H.P. Jerry. But as so far the three teenage spies had not found anything to report back to Jerry about and it was starting to take it's toll on the three young ladies especially Clover.

"Man what in the world was Jerry thinking when he sent us out doing a stupid patrol of the rainforest. Not that I am complaining about the view very much. But I would do anything for a mission where we end saving the world and beating the evil villain." said Clover angry as she cross both her arms and let out a small pout as she look at Sam and Alex

"I know what you mean Clover. But you know that things have being rather slow at W.O.O.H.P. with the missions we have being given. It's like every major bad guy has fallen off the face of the earth or is in prison. But I have the feeling that their up to something big. The only question is what it is." replied Sam

"Your right about that Sammy. But I would do anything right now for something interesting to happen even a small forest fire to put out to keep from dieing of boredom." said Alex letting out a small sigh

As soon as Alex said that the once bright and sunny sky suddenly became as dark as night as dark clouds appeared from out of nowhere and seem to block out the sun. Just as this was happening the wind started to really pick up and threaten to send Sam, Alex, and Clover for a ride. As the three girls brace themselves for the worse a strange and huge white and red hole appeared in the middle of the sky looking a a vortex of some kinda as it look like someone had punch a hole into the very sky which sent a slight chill up the girls spines.

"What in the hell is going on and what did that hole come from?" ask Clover in a nervous voice

"I don't know Clover. But if I had to take a wild guess . I say that strange hole we are looking at appears to almost be a rift through time and space. But I can't be very sure as something like that shouldn't even exist as the theory behind it is a very shaky one to belong with." yelled Sam as she fought to hover in the the violent wind.

"Well who cares what it is or where it came from Sammy. The answer I want to know how do we close it i up before it can cause any damage to our world ?" ask Alex in a slightly nervous voice

As if to answer to Alex's the strange hole started to shrink in size very rapidly in front the three girls faces. Just as it was doing this a ball of what they could describe as a red fireball about the size of a human came flying out from the middle of the vortex and headed towards the forest floor below. As the ball of fire hit impacted the ground below it. It seem to make the entire shake as it make a huge crater in the middle of the forest and kick up a cloud of dust just as the vortex finally close up completely disappearing as quickly as it had appeared.

"Alright can anyone tell me just what the hell happen just now and what we just saw come out that vortex or whatever in the hell it was and hit the ground below us?" ask Clover in a angry

"I don't what the thing that came out of the vortex was Clover. But I think we should head towards the ground and see what it is. As for we know that could have being something that was sent here to do some harm. So lets find what that thing is as just to be on the safe side ." said Sam in a solemn voice as she look at Clover and Alex nodded their heads in agreement

With that Sam,Alex, and Clover shot towards the ground below them at a fast speed. As the three girls reach the impact site they saw that the impact had created a crater that was about 20 feet wide and 6 feet deep. As the spies landed on the ground on the edge of the crater they had a weird beeping noise that was quickly follow by a bright flash of emerald green light that force the girls to shield their eyes to keep from going blind. When the light finally faded away and Sam, Alex, and Clover leap down into the middle of the crater they were shock and confuse at what they saw right in front of them. Instead of some kinda of strange object or even meteor like they had expected. They instead saw a young teenage boy that appeared to be about a year younger the three of them dress in a pair of blue jeans white sneakers a black shirt with a emerald green white stripe jacket with the number 10 on the right side which were all in ruins. But as the girls look over the boy closer they saw that his entire body was covered bruises and cuts that were cake with dried blood along with a couple of broken ribs and a broken lower right arm.

All in all the boy look like he had being in the fight for his very life and barely mange to come out alive. As his chest raise up and down real hard like he was grasping for every breath. But what got their attention the most was the strange green like device that was attach to the boy left arm almost like some sort of watch complete with a hourglass shape symbol on it like a watch face.

"Alright who is boy ? Where did he come from and what's with huge weird green watch on his left arm?" ask Alex confuse as she tried to take a closer look at the strange device

"Who cares where he came from? All I care about is who the hell hurt him as he looks like his has being in a huge fight for his very life. But of course minus the cuts and bruises on his body he is kinda of cute." replied Clover as she tried to hide the slight blush on her face along with Alex who was forming a blush on her face as well

"That's just like you Clover. You always try to find out how cute a guy is no matter what. But I am very curious who this guy as well and what his device is for as something tells me it is more then just some kinda of hi tech looking watch. But we can figure all of this out later once we get him back to W.O.O.H.P. and have his wounds and injuries treated. As without urgent medical treatment he will not live much longer. Alex you carry this guy and we fly back to headquarters while I contact Jerry and tell him what we found and have him get a medical team put on standby when we get back with our friend . I just hope we can get back in time as I want to know what this guy's story is and where he came from." said Sam in a nervous voice as she look at Alex and Clover with a concern look in her eyes

With that Alex pick up the boy in her arms as carefully as she could holding him bridal style close to her chest. As her, Clover and Sam took off into the sky and headed back to W.O.O.H.P. as the only thought going through all their minds was who this boy was and where he came from.

That's it for the first chapter of my Totally Spies Ben 10 Ultimate Alien Crossover. The reason I decided to try and write this story is because I am a huge fan of both shows and wanted to be the first one to try my hand at this kinda of crossover. AS for the pairings of the story it is going to be a Ben/Alex/Clover pairing with Sam and Ben having a brother and sister relationship. As always please review and leave comments. Thanks and stay tune for the next chapter of the this amazing story.


	2. Author's Note

To all the people who have read and review Totally Spies Ultimate Alien Spy. I am putting up this author note to say I am sorry that I haven't updated this sorry in a long time. But I haven't being having a lot of personal problems in my life and a very bad case of writer's block that I have not recovered from. So as of this moment I am putting this story up for adoption to anyone who is interested in writing it and completing it as I can't do it. Whoever decides to take story on will have complete and utter freedom on how you want to write it. All I ask for is credit for the story idea and please don't send pms as the story is truly up for grabs for anyone to write it. Again I am very truly sorry for leaving all of you hanging. But from now on I am done writing forever but will leave all my stories up so you can read them and of course my unfinish stories and challenges are open to everyone who is interested. Thank you and good luck to all you author's on the website from your friend and fellow author yugioh5d.


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